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"Proud, Tall Warriors! Dramatic Battle of Sanji and Usopp!" is the 40th episode of the One Piece anime.

Short Summary

With Hatchan defeated, the remaining two fish-men battle Sanji and Usopp. After a lot of energy and courage they finally defeat the rest of the Arlong Pirates.

Long Summary

Underwater, Kuroobi has the advantage over Sanji being a Fish-Man in his natural habitat. Kuroobi notices Genzo trying to revive Luffy and the Fish-Man swims over to them trying to kill Genzo. However, Kuroobi is stopped by Sanji who is pulling on his long hair. Kuroobi breaks free and taunts Sanji by saying he cannot fight a Fish-Man underwater especially since he cannot breathe. Kuroobi uses one of his Fish-Man Karate moves to wrap up Sanji with his hair and bring him in close. Sanji attempts to kick Kuroobi but Kuroobi answers back with a powerful kick of his own and then knocks Sanji down with an ax kick. Kuroobi continues to assault Sanji underwater until he knocks the chef into a wall. As Kuroobi turns his attention back to Genzo, Sanji bursts from the wall and attempts to get to the surface for air.

Kuroobi quickly cuts off Sanji praising him for his stamina. Kuroobi continues to taunt Sanji more saying he will kill all of Sanji's friends especially Nami. Kuroobi grabs onto Sanji and starts to drag him back down deeper underwater. Sanji is desperate for air and manages to think of a plan. He knows that Fish-Men use their lungs to breathe on land and their gills to breathe underwater. This would mean their lungs are useless underwater and their gills are useless on land. Sanji concludes that breathing air into Kuroobi's gills underwater will suffocate him. Sanji does so and manages to break free from Kuroobi and makes it to the surface for air.

Zoro asks if Luffy is okay and Sanji tells him he is but will tell him more later. Sanji demands to fight Kuroobi on land and Kuroobi, blinded by his Fish-Man pride, agrees saying even on land, he's stronger than a human. Kuroobi declares he will use his strongest attack but Sanji quickly roundhouse kicks him down. Sanji, upset by Kuroobi's earlier taunting, starts to beat up Kuroobi. Sanji then lands a kick right into Kuroobi's face sending him flying through Arlong Park defeating him. Sanji assures everyone that Kuroobi would not come back.

Arlong is upset that his men are defeated and Sanji decides to taunt Arlong himself. Arlong decides to take matters into his own hands. Zoro quickly asks Sanji about Luffy's condition again and Sanji says he is alive but Sanji says he must go back underwater if they want Luffy back on dry land. Nojiko is surprised to see that Zoro and Sanji defeated two strong Fish-Men and Genzo climbs out of the water after running out of air. Nojiko decides to take his place and is just happy to see someone is standing up to the Arlong Pirates. Meanwhile, Chew believes that he has defeated Usopp easily and starts to head back to Arlong Park. It turns out that Usopp pretended to have been killed by using Ketchup Boshi after getting hit. Usopp wonders why he even wanted to challenge the Fish-Man Pirates. He then tries to come up with a plan to make it seem like he fought but was defeated. However, Usopp has second thoughts not wanting to believe himself to be a coward knowing his friends are fighting hard for Nami.

Usopp calls out to Chew and the Fish-Man turns around to attempt to finish what he started. Usopp prepares to fight as he wants to prove to himself he is worthy to be a pirate. He fires a shot at Chew but the blast does nothing to him and Chew punches Usopp right in the face. As Chew starts to kick down Usopp, Usopp uses Usopp Hammer to strike at Chew's legs and causes him to flinch at the sight of a rubber band and closing his eyes. When Chew opens his eyes a moment later, Usopp has disappeared. Usopp, who is hidden behind the trees, tosses a bottle at Chew and then uses Namari Bosh to bust open the bottle with its contents releasing over Chew. Chew, upset, decides to finish off Usopp with one last attack and drinks in a lot of water. Chew releases a large burst of water but it narrowly misses Usopp. Chew picks up the tree that Usopp was hiding behind but Usopp reveals the bottle that he burst open earlier contained alcohol and since it's flammable, Usopp hits Chew hard with a Kaen Boshi. Chew, who is on fire, attempts to find water to douse himself out with but Usopp manages to take him down with a Usopp Hammer. Usopp hits Chew with his hammer a bunch more times until the Fish-Man is finally defeated. Usopp falls down backwards delighted that he has defeated a Fish-Man.

Back at Arlong Park, Nojiko has taken Genzo's place in trying to revive Luffy and Genzo hopes Luffy wakes up soon. Meanwhile, Arlong is seen standing over Sanji and Zoro who both seemed to have been attacked by Arlong. Arlong boasts that he has only been using water to attack them with saying that is all he will need to kill a human. Sanji tries to attack Arlong but the Fish-Man easily takes him down with the small amount of water in his hand. As Arlong taunts Sanji, Nami suddenly shows up calling out Arlong's name. Arlong asks what Nami is doing there and Nami tells him that she is here to kill him.

Characters in Order of Appearance

Anime Notes

The 4Kids Version of this episode was dubbed "Arms Against Arms" and aired on June 11, 2005 and "The Comeback Kid" that aired on June 18, 2005. 4Kids combined Japanese episodes 39 and part of 40 to make 4Kids episode 37. They then combined the rest of Japanese episode 40 with Japanese episode 41 and part of Japanese episode 42 to make 4Kids episode 38.

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